Core Scientific, Inc./tx

7. DEBT

The following table summarizes the terms and carrying amounts of the Company’s outstanding debt at the dates indicated (dollars in thousands):

The following table presents the components of interest expense for the periods indicated (in thousands):

The following table presents the contractual maturities of the Company’s debt, gross of unamortized discounts, as of September 30, 2026 (in thousands):

(1)Because the First Installment Payment Date (as defined below) is contingent on rent commencement and the abatement of revenue credits under the related data center leases, the maturities presented above reflect scheduled amortization assuming a First Installment Payment Date of November 15, 2029.

Credit Facilities

On August 25, 2026, the Company entered into a credit agreement (the "Credit Agreement") with each issuing bank and lender party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, providing for (i) a senior secured revolving credit facility in an aggregate principal amount of up to $100.0 million (the "Revolving Credit Facility") and (ii) a senior secured letter of credit facility in an aggregate principal amount of up to $500.0 million (the "L/C Facility" and, together with the Revolving Credit Facility, the "Credit Facilities"). These Credit Facilities mature on August 25, 2029, with an option at the Company's election to extend to August 25, 2030.

Borrowings under the Revolving Credit Facility bear interest at Adjusted Term SOFR (subject to a 0.00% floor) plus 1.750% per annum or an alternate base rate plus 0.750% per annum, at the Company's option. Letters of credit issued under the L/C Facility are subject to an annual participation fee of 1.750% of the aggregate face amount of outstanding letters of credit and a quarterly fronting fee of 0.125% of the aggregate face amount of outstanding letters of credit. The Company pays a quarterly commitment fee of 0.250% per annum on the actual daily unused portion of the Credit Facilities. The proceeds of borrowings under the Revolving Credit Facility may be used for general corporate purposes and working capital needs. Letters of credit may be issued under the L/C Facility to provide credit support for specific project obligations under utility agreements, which the Company expects will allow for the release of cash previously held in escrow accounts to support such obligations, and for other general corporate purposes.

The Company's obligations under the Credit Agreement are guaranteed by certain direct or indirect wholly owned material domestic subsidiaries of the Company and are secured by a first-priority lien on substantially all assets of the Company and the guarantors. The Credit Agreement contains customary representations, warranties, affirmative and negative covenants, and events of default. The Credit Agreement requires the Company to maintain minimum liquidity, defined as unrestricted cash plus available undrawn commitments under the Revolving Credit Facility, of not less than $150.0 million as of the last day of each fiscal quarter. In addition, as a condition to each borrowing under the Revolving Credit Facility, the Company must have a minimum market capitalization of not less than $3,000.0 million as of market close on the trading day immediately preceding each borrowing date.

As of September 30, 2026, the Company hadno outstanding borrowings under the Revolving Credit Facility andno outstanding letters of credit under the L/C Facility.

Senior Secured Notes

On May 6, 2026, Core Scientific Finance, an indirect wholly-owned subsidiary of the Company, completed a private offering of $3.30 billion aggregate principal amount of 7.75% Senior Secured Notes due 2031 at an issue price of 99.25% of the principal amount. Interest accrues at a rate of 7.75% per annum and is payable semi-annually in arrears on May 15 and November 15 of each year, beginning November 15, 2026. Amortization of principal will commence on the First Installment Payment Date, defined in the indenture as the first semi-annual payment date to occur at least 15 days after the later of (i) rent commencement under the related datacenter leases and (ii) the abatement of all revenue credits provided by the Company or its affiliates to the tenant under the related datacenter leases. Beginning on the First Installment Payment Date, Core Scientific Finance will make semi-annual installment payments on May 15 and November 15 of each year at an initial annual rate of 11.50% per annum of the original principal amount of the Senior Secured Notes outstanding on the issue date until the notes are repaid, repurchased, redeemed or otherwise discharged in full.

The Senior Secured Notes and related guarantees are secured by first-priority liens on (i) substantially all of the assets of Core Scientific Finance and Core Scientific Austin LLC, Core Scientific Denton LLC, Core Scientific Dalton LLC, Core Scientific Marble LLC and Core Scientific Muskogee LLC (collectively, the "Subsidiary Guarantors"), (ii) the equity interests of Core Scientific Finance held by its direct parent, and (iii) certain assets and rights identified as subject to the Ringfencing, which are not yet transferred (or in which rights to use have not been granted) to Core Scientific Finance or the Subsidiary Guarantors. The Indenture contains customary covenants that restrict the ability of Core Scientific Finance and the Subsidiary Guarantors to, among other things, (i) incur additional indebtedness, (ii) pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments, (iii) make certain investments, (iv) create or incur liens, (v) consummate certain assets sales, (vi) enter into sale and lease back transactions, (vii) hold assets or conduct operations unrelated to the operation of the Facilities (as defined in the indenture) and certain additional projects, (viii) terminate or amend certain agreements, (ix) engage in certain transactions with affiliates, and (x) merge, consolidate or transfer or sell all or substantially all of their respective assets. Neither the Company nor its other subsidiaries are subject to these covenants. In addition, the Company provided an uncapped completion guarantee for the benefit of the holders with respect to the completion of specified data center development projects.

Core Scientific Finance may redeem the Senior Secured Notes prior to maturity, in whole or in part, at the redemption prices specified in the Indenture, which include a "make-whole" premium for redemptions prior to May 15, 2028. Upon a change of control, Core Scientific Finance is required to offer to repurchase the Senior Secured Notes at 101% of the principal amount, plus accrued and unpaid interest, if any, but excluding the purchase date.

In connection with the Senior Secured Notes offering, the Company recorded $42.0 million of debt issuance costs and a $24.8 million original issue discount as reductions of the carrying amount of the Senior Secured Notes, amortized to interest expense over the term of the notes using the effective interest method. A portion of the net proceeds from the Senior Secured Notes were used to fund a debt service reserve account, of which $347.9 million remained on deposit as of September 30, 2026, and are included in "Restricted cash, net of current portion" in the condensed consolidated balance sheets.

In March 2026, the Company entered into a loan facility credit agreement providing for a $1.0 billion senior secured loan facility bearing interest at Term SOFR plus 2.50% per annum, maturing 364 days from closing (the “Term Loan Facility”). In May 2026, the remainder of the net proceeds from the Senior Secured Notes offering was used to repay in full all outstanding borrowings under the Term Loan Facility, including accrued interest and fees, and to terminate the facility, resulting in a loss on debt extinguishment of $5.4 million.

Convertible Notes

On August 19, 2024, the Company issued $460.0 million in aggregate principal amount of 3.00% Convertible Senior Notes due 2029 (the “2029 Convertible Notes”). The 2029 Convertible Notes mature on September 1, 2029, unless earlier converted, redeemed or repurchased. The 2029 Convertible Notes are convertible at the option of the holders only upon the occurrence of certain events, including if the Company's common stock price exceeds 130% of the conversion price (approximately $14.30 per share, based on the initial conversion price of approximately $11.00 per share) for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter. The stock price conversion condition for the 2029 Convertible Notes was first satisfied during the fourth quarter of 2025. As a result, the 2029 Convertible Notes were convertible at the option of the holders during the nine months ended September 30, 2026. No holders elected to convert during the period. This condition was satisfied during each of the first, second and third quarters of 2026, and accordingly, the 2029 Convertible Notes remain convertible during the fourth quarter of 2026.

On December 5, 2024, the Company issued $625.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031 (the "2031 Convertible Notes"). The 2031 Convertible Notes mature on June 15, 2031, unless earlier converted, redeemed, or repurchased. The 2031 Convertible Notes are convertible at the option of the holders only upon the occurrence of certain events, including if the Company’s common stock price exceeds 130% of the conversion price (approximately $29.24 per share, based on the initial conversion price of approximately $22.49 per share) for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter. The stock price conversion condition for the 2031 Convertible Notes was not satisfied during any measurement period through September 30, 2026.